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Longeveron Announces Pricing of $5.25 Million Public Offering

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Longeveron Inc. announces a public offering of 2,234,043 shares of Class A common stock and warrants at $2.35 per share, aiming to raise capital for the development of cellular therapies for various conditions.
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The recent public offering announcement by Longeveron Inc. reflects a strategic move to raise capital, which is a common practice for clinical stage biotechnology companies requiring substantial funding to continue their research and development activities. The pricing of over 2 million shares, including warrants with an exercise price equal to the offering price, is indicative of Longeveron's need to secure immediate funding, potentially to advance their clinical trials or to expand their research scope in areas like hypoplastic left heart syndrome and Alzheimer's disease.

Investors should note that the offering price of $2.35 per share presents an opportunity to evaluate the company's valuation against its clinical pipeline's potential. While the immediate exercisability of the warrants provides liquidity, it also introduces the possibility of share dilution. The effect on current shareholders could be negative in the short term if the market perceives this move as a sign of financial distress or if it leads to an over-supply of shares.

Long-term implications for stakeholders hinge on the successful application of the raised funds towards achieving clinical milestones. The company's ability to progress through the FDA approval process, particularly for treatments in high-need areas like HLHS and Alzheimer's, could significantly impact its stock value. However, the inherent risks of clinical trials and the long path to commercialization must be weighed against the potential rewards.

Longeveron's public offering occurs within a highly competitive and capital-intensive biotech industry. The decision to price at $2.35, which is relatively low for the sector, could be interpreted as a strategy to attract investors by offering a lower entry point, which may be necessary given the current market conditions and investor sentiment towards risk in the biotech sector.

The inclusion of pre-funded warrants is a noteworthy aspect, as it suggests a contingency for investors who may prefer an alternative to immediate full equity investment. This flexibility could be a response to market demand for more investment options within the volatile biotech industry. The five-year exercisability period of the warrants also gives investors a longer-term stake in the company's future success or failure.

Understanding the context of Longeveron's specific therapeutic focus is important for stakeholders. HLHS and Alzheimer's disease represent areas with significant unmet medical needs, which could translate to substantial market opportunities if Longeveron's therapies prove effective. The company's progress in these areas should be closely monitored as it could signal future valuation shifts.

From a medical research perspective, Longeveron's focus on life-threatening and chronic aging-related conditions positions it within a niche yet growing segment of the biotechnology industry. The development of cellular therapies for conditions like HLHS and Alzheimer's disease is at the forefront of medical innovation. The success of these therapies could lead to paradigm shifts in treatment protocols and have a profound impact on patient outcomes.

The capital raised from this public offering is likely earmarked for the continuation and expansion of clinical trials. The effectiveness of these trials and subsequent peer-reviewed publications, will be critical in determining the company's credibility and the potential impact of its therapies. It is important for investors to understand the lengthy and uncertain nature of clinical trial outcomes, as well as the regulatory hurdles that must be cleared before any therapy can be brought to market.

Furthermore, the field of cellular therapy is marked by rapid technological advancements and a competitive intellectual property landscape. Longeveron's ability to innovate and protect its developments will be integral to its long-term success and ability to capitalize on its research investments.

MIAMI, April 08, 2024 (GLOBE NEWSWIRE) -- Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’s disease and Aging-related Frailty, today announced the pricing of a public offering of 2,234,043 shares of the Company’s Class A common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 2,234,043 shares of Class A common stock at a combined offering price of $2.35 per share (or per pre-funded warrant in lieu thereof) and associated warrant. The warrants will have an exercise price of $2.35 per share and will be immediately exercisable upon issuance for a period of five years following the date of issuance. The closing of the offering is expected to occur on or about April 10, 2024, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be approximately $5.25 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for its ongoing clinical and regulatory development of Lomecel-B™ for the treatment of several disease states and indications, including HLHS and Alzheimer’s disease, obtaining regulatory approvals, capital expenditures, working capital and other general corporate purposes.

Certain board members and insiders of the Company have indicated an interest in participating in the offering in an aggregate amount of up to $750,000, at the same terms and conditions.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-278073) originally filed with the Securities and Exchange Commission (“SEC”) on March 19, 2024, as amended, and became effective on April 8, 2024. The offering is being made only by means of a prospectus, which forms a part of the effective registration statement. A preliminary prospectus relating to the public offering has been filed with the SEC and is available on the SEC's website located at http://www.sec.gov. When available, electronic copies of the final prospectus may be obtained for free on the SEC's website located at http://www.sec.gov and may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The Company also has agreed to amend certain existing warrants at an exercise price of $16.50 per share, previously issued in October 2023, to purchase up to an aggregate of (i) 242,425 shares of the Company’s Class A common stock with an expiration date of April 13, 2029, such that the amended warrants will have a reduced exercise price of $2.35 per share and will expire eighteen months following the closing of the offering, and (ii) 242,425 shares of the Company’s Class A common stock with an expiration date of April 14, 2025, such that the amended warrants will have a reduced exercise price of $2.35 per share and will expire five and one-half years following the closing of the offering, in each case, for $0.125 per amended warrant, effective upon the closing of the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Longeveron Inc.

Longeveron is a clinical stage biotechnology company developing regenerative medicines to address unmet medical needs. The Company’s lead investigational product is Lomecel-B™, an allogeneic medicinal signaling cell (MSC) therapy product isolated from the bone marrow of young, healthy adult donors. Lomecel-B™ has multiple potential mechanisms of action encompassing pro-vascular, pro-regenerative, anti-inflammatory, and tissue repair and healing effects with broad potential applications across a spectrum of disease areas. Longeveron is currently advancing Lomecel-B™ through clinical trials in three indications: hypoplastic left heart syndrome (HLHS), Alzheimer’s disease, and Aging-related Frailty. Additional information about the Company is available at www.longeveron.com. 

Forward-Looking Statements:

Certain statements in this letter that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect management’s current expectations, assumptions, and estimates of future operations, performance and economic conditions, and involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as “believe,” “expects,” “may,” “looks to,” “will,” “should,” “plan,” “intend,” “on condition,” “target,” “see,” “potential,” “estimates,” “preliminary,” or “anticipates” or the negative thereof or comparable terminology, or by discussion of strategy or goals or other future events, circumstances, or effects and include, but are not limited to, statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering and the anticipated use of proceeds therefrom. Factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements in this release include, but are not limited to, market and other conditions, our limited operating history and lack of products approved for commercial sale; adverse global conditions, including macroeconomic uncertainty; inability to raise additional capital necessary to continue as a going concern; our history of losses and inability to achieve profitability going forward; the absence of FDA-approved allogenic, cell-based therapies for Aging-related Frailty, AD, or other aging-related conditions, or for HLHS or other cardiac-related indications; ethical and other concerns surrounding the use of stem cell therapy or human tissue; our exposure to product liability claims arising from the use of our product candidates or future products in individuals, for which we may not be able to obtain adequate product liability insurance; the adequacy of our trade secret and patent position to protect our product candidates and their uses: others could compete against us more directly, which could harm our business and have a material adverse effect on our business, financial condition, and results of operations; if certain license agreements are terminated, our ability to continue clinical trials and commercially market products could be adversely affected; the inability to protect the confidentiality of our proprietary information, trade secrets, and know-how; third-party claims of intellectual property infringement may prevent or delay our product development efforts; intellectual property rights do not necessarily address all potential threats to our competitive advantage; the inability to successfully develop and commercialize our product candidates and obtain the necessary regulatory approvals; we cannot market and sell our product candidates in the U.S. or in other countries if we fail to obtain the necessary regulatory approvals; final marketing approval of our product candidates by the FDA or other regulatory authorities for commercial use may be delayed, limited, or denied, any of which could adversely affect our ability to generate operating revenues; we may not be able to secure and maintain research institutions to conduct our clinical trials; ongoing healthcare legislative and regulatory reform measures may have a material adverse effect on our business and results of operations; if we receive regulatory approval of Lomecel-B™ or any of our other product candidates, we will be subject to ongoing regulatory requirements and continued regulatory review, which may result in significant additional expense; being subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our therapeutic candidates; reliance on third parties to conduct certain aspects of our preclinical studies and clinical trials; interim, “topline” and preliminary data from our clinical trials that we announce or publish from time to time may change as more data become available and are subject to audit and verification procedures that could result in material changes in the final data; the volatility of price of our Class A common stock; we could lose our listing on the Nasdaq Capital Market; provisions in our certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the market price of our Class A common stock; we have never commercialized a product candidate before and may lack the necessary expertise, personnel and resources to successfully commercialize any products on our own or together with suitable collaborators; and in order to successfully implement our plans and strategies, we will need to grow our organization, and we may experience difficulties in managing this growth. Further information relating to factors that may impact the Company’s results and forward-looking statements are disclosed in the Company’s filings with the Securities and Exchange Commission, including Longeveron’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 27, 2024, as amended by the Annual Report on Form 10-K/A filed March 11, 2024, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. The forward-looking statements contained in this letter are made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Investor Contact
Derek Cole
Investor Relations Advisory Solutions
derek.cole@iradvisory.com 


FAQ

What did Longeveron Inc. announce regarding a public offering?

Longeveron Inc. announced the pricing of a public offering of 2,234,043 shares of Class A common stock and warrants at $2.35 per share.

How many shares are included in the public offering by Longeveron Inc.?

Longeveron Inc. is offering 2,234,043 shares of Class A common stock in the public offering.

At what price is Longeveron Inc. offering the shares in the public offering?

Longeveron Inc. is offering the shares at a price of $2.35 per share in the public offering.

What is the exercise price of the warrants in the public offering by Longeveron Inc.?

The warrants in the public offering have an exercise price of $2.35 per share.

For how long can the warrants be exercised in the public offering by Longeveron Inc.?

The warrants can be exercised for a period of five years following the date of issuance in the public offering by Longeveron Inc.

Longeveron Inc.

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About LGVN

longeveron llc is a leading global regenerative medicine company developing innovative cellular therapeutics for chronic life-threatening diseases. our lead investigational product candidate (lmsc) is based on a specialized cell known as a mesenchymal stem cell that is derived from the bone marrow of healthy young adult donors. our allogeneic, ‘off-the-shelf’ product is under investigation for chronic conditions of the elderly, and other life- threatening diseases, for which no approved therapeutics currently exist: • aging frailty syndrome • alzheimer’s disease • hypoplastic left heart syndrome • the metabolic syndrome